[6-K] ULTRAPAR HOLDINGS INC Current Report (Foreign Issuer)
Ultrapar Participações S.A. (NYSE: UGP) signed an agreement to acquire a 37.5% stake in Virtu GNL Participações S.A. The planned investment totals R$ 102.5 million, split into R$ 30.0 million as a capital contribution via new shares, R$ 52.5 million in convertible debentures into preferred shares, and R$ 17.5 million paid to current shareholders.
The post‑closing structure creates a shared control block between Ultrapar and Perfin Infra holding 75% of the voting capital, with founder José Moura Jr. retaining 25%. Virtu operates LNG logistics (including a JV serving Eneva’s clients) and LNG‑powered logistics with refueling stations, targeting diesel replacement in Brazil’s road transport, especially supporting agricultural flows in the Midwest and North.
The transaction aligns with Ultrapar’s strategy to invest in new sectors with growth and profitability potential. Completion remains subject to regulatory approvals and customary conditions precedent, including third‑party consents, and the company is “unable, at this moment, to determine the timeline for the completion of the transaction.”
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Insights
Strategic LNG entry via minority control block; approvals pending.
Ultrapar is committing
Post‑closing governance features shared control with Perfin Infra over
Closing is subject to regulatory approvals and customary conditions; the company states it is unable to determine the timeline. Subsequent filings may specify approvals and any conversion mechanics for the debentures.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|
Form 6-K |
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 Or 15d-16 Of
The Securities Exchange Act Of 1934
For the month of October 2025
Commission File Number: 001-14950
ULTRAPAR HOLDINGS INC.
(Translation of Registrant’s Name into English)
Brigadeiro Luis Antonio Avenue, 1343, 9th Floor
São Paulo, SP, Brazil 01317-910
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ____X____ Form 40-F ________
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes ________ No ____X____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes ________ No ____X____
ULTRAPAR HOLDINGS INC.
TABLE OF CONTENTS
ITEM
| 1. | Market announcement |
ULTRAPAR PARTICIPAÇÕES S.A.
MARKET ANNOUNCEMENT
Signing of agreement for the acquisition of a stake in Virtu GNL
(Resubmission as required by the Brazilian Securities and Exchange Commission - CVM)
São Paulo, October 30, 2025 – Ultrapar Participações S.A. (B3: UGPA3 / NYSE: UGP, “Ultrapar”), in compliance with the requirements set forth by the CVM through Official Letter 286/2025/CVM/SEP/GEA-1, dated October 29, 2025, resubmits the Market Announcement dated October 24, 2025, to include information related to the payment method and timeline, as follows:
“Ultrapar Participações S.A. (B3: UGPA3 / NYSE: UGP, “Ultrapar”), in compliance with CVM Resolution 44/21, hereby informs that it has signed an agreement for the acquisition (“transaction”) of a 37.5% stake in Virtu GNL Participações S.A. (“Virtu”).
Virtu operates under two business models: (i) liquefied natural gas (“LNG”) logistics for its own use and for Eneva’s clients through a joint venture; and (ii) LNG-powered logistics services, including the operation of refueling stations dedicated to its fleet of LNG-powered trucks. Virtu has been consolidating its position as a key player in low-carbon solutions for the road transportation sector, focusing on replacing diesel with LNG, particularly to support the transportation of Brazil’s growing agricultural production in the country´s Midwest and North regions.
Ultrapar will invest R$ 102.5 million once the transaction is closed, with R$ 30.0 million allocated as a capital contribution to Virtu through the subscription of new shares. Additionally, R$ 52.5 million will be allocated to the acquisition of convertible debentures into preferred shares issued by Virtu. The remaining R$ 17.5 million will be paid to the current shareholders of the Company as consideration for the acquisition of their equity interests.
The resulting corporate structure will establish a control block shared between Ultrapar and Perfin Infra (an infrastructure investment fund), holding 75% of the voting capital, while the founding partner, José Moura Jr., will remain a significant shareholder with 25%. This structure will enable Ultrapar to support the company’s commercial and strategic development, growth, governance, and management practices.
Ultrapar’s entry into this market aligns with its strategy of investing in new sectors where it can contribute to value creation, with high potential for both growth and profitability.
The completion of this transaction remains subject to regulatory approvals and the fulfillment of customary conditions precedent for this type of operation (such as third-party consent for the transaction), and Ultrapar is unable, at this moment, to determine the timeline for the completion of the transaction.”
Alexandre Mendes Palhares
Chief Financial and Investor Relations Officer
Ultrapar Participações S.A.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: October 30, 2025
| ULTRAPAR HOLDINGS INC. |
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| By: | /s/ Alexandre Mendes Palhares | |
| Name: | Alexandre Mendes Palhares | |
| Title: | Chief Financial and Investor Relations Officer | |
(Market announcement)
FAQ
What did Ultrapar (UGP) announce in this 6-K?
How much is Ultrapar investing and how is it structured?
What will the post-closing ownership look like?
What does Virtu GNL do?
Why is Ultrapar pursuing this deal?
What are the closing conditions and timing?
